Business Context and Reporting Period
This Form 8-K Current Report was filed by The New York Times Company on January 15, 2026. The filing addresses corporate governance and executive compensation matters, specifically the adoption of a new Executive Severance Plan and an amendment to the CEO's employment agreement.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of executive severance arrangements and restrictive covenants.
Material Changes
The following material changes to executive compensation and governance were implemented on January 15, 2026:
- Adoption of Executive Severance Plan: A standardized framework for severance was established for eligible executives (Executive Committee members and Section 16 Officers), excluding the CEO.
- CEO Employment Agreement Amendment: The agreement with CEO Meredith Kopit Levien was amended to align terms with the new Severance Plan and update restrictive covenants.
- Enhanced Change in Control Provisions: New terms were added for severance triggered by a Change in Control for both the general executive plan and the CEO.
Guidance, Outlook, and Management Commentary
Severance Plan Details:
- Qualifying Termination (No Change in Control): Eligible executives receive cash severance equal to 52 weeks of base pay (Executive Committee) or 26-52 weeks based on tenure (Section 16 Officers). Benefits include pro-rated annual incentives, continued health coverage, and outplacement services up to $25,000.
- Change in Control: Executive Committee members terminated without Cause or for Good Reason within 12 months of a Change in Control receive 1.5 times the standard cash severance amount plus employer-paid COBRA premiums for 18 months.
- Restrictive Covenants: The post-employment non-solicitation period was extended from 15 to 18 months. The non-competition scope was updated to reflect current business operations.
- Change in Control Severance: In the event of a Change in Control, the CEO is eligible for 2x base salary, 2x target annual bonus, and employer-paid COBRA premiums for 24 months.
- Compliance: Both the Plan and the Amendment include "best case" provisions to reduce payments if they constitute excess parachute payments under Section 280G of the Internal Revenue Code, provided the reduction increases the executive's after-tax benefit.
- Eligibility for the Severance Plan requires the execution of restrictive covenants. Breach of these covenants results in forfeiture of benefits and potential recovery of prior payments.
- The Company reserves the right to amend or terminate the Severance Plan, except in ways that impair rights related to a Change in Control.
Investor Verification Checklist
- Review Exhibit 10.1 for the full text of the Executive Severance Plan.
- Review Exhibit 10.3 for the specific terms of the CEO Employment Agreement Amendment.
- Verify the definition of "Change in Control" in the Company's 2020 Incentive Compensation Plan to understand trigger events.
- Confirm the impact of Section 280G "golden parachute" rules on potential payout scenarios.
- Note that the CEO is excluded from the general Severance Plan and operates under a separate, amended agreement.